I have the answer and so does NVEI :
RECENT SALES OF UNREGISTERED SECURITIES
During our past two fiscal years, we sold unregistered securities and issued unregistered securities in consideration for services rendered and in connection with acquisitions as described in Note 12 to our audited Consolidated
Financial Statements appearing in this report.
We have disclosed sales of unregistered securities in our prior filings with the Commission, including our quarterly reports for fiscal year 2002.
During the fourth quarter of 2002, we issued the following unregistered
securities:
In August 2002, we:
sold 75,000 shares of common stock to one investor for total
proceeds of $45,000; and
issued an aggregate of $35,000 principal amount of
convertible promissory notes to four investors, which may be converted into shares of our common stock at conversion prices
ranging from $.70 to $.82.
In September 2002, we:
sold an aggregate of 239,000 shares of common stock to two
investors for total proceeds of $157,000;
issued an aggregate of $176,000 principal amount of
convertible promissory notes to seven investors, which
notes are convertible into shares of our common stock at
conversion
prices ranging from $.42 to $.70;
issued an aggregate of 104,484 shares of common stock uponconversion of convertible promissory notes held by two
investors, resulting in the cancellation of $69,000 in
principal and interest that would have been outstanding
under the notes;
issued 150,000 shares of common stock valued at $96,000
for consulting services; and
issued 50,000 shares of common stock to an executive
officer in lieu of $30,000 of compensation owed to the officer.
In October 2002, we:
ssued an aggregate of $76,500 principal amount of
convertible romissory notes to four investors, which notes are
convertible into shares of our common stock at a
conversion rice of $.42; and
issued 151,786 shares of common stock upon conversion of
two convertible promissory notes held by one investor,
resulting
in the cancellation of $75,000 in principal and interest
thatwould have been outstanding under the
Following the year ended October 31, 2002, we have issued the following
unregistered securities:
In November 2002, we:
issued an aggregate of $85,000 principal amount of
convertible
promissory notes to two investors, which notes are
convertible
into shares of our common stock at a conversion price of
$.39;
issued 96,612 shares of common stock upon conversion of
convertible promissory notes to held by three investors,
resulting in the cancellation of $48,000 in principal and
interest that would have been outstanding under the notes;
sold an aggregate of 166,667 shares of common stock to
five investors for total proceeds of $42,500;
issued 32,258 shares of common stock to an executive
officer
in lieu of $20,000 in compensation owed to the officer;
issued 300,000 shares of common stock to a company valued
at
$144,000 pursuant to a contractual arrangement; and
sold 183,179 shares of common stock to a "non-US Person"
(as such term is defined in Regulation S of the Securities Act
of 1933) for total proceeds of $27,164.
In December 2002, we:
issued 379,121 shares of common stock upon conversion of
two convertible promissory notes held by one investor,
resulting in the cancellation of $150,000 in principal and interest
that would have been outstanding under the notes;
sold an aggregate of 367,135 shares of common stock to 13
investors for total proceeds of $98,740;
issued 56,452 shares of common stock to a director and
former officer of the Company in lieu of $35,000 in compensation
owed
to the former officer;
ssued 25,000 shares of common stock valued at $15,750 to
an individual for past services rendered to the Company; and
9
issued 1,180,454 shares of common stock to a "non-US
Person"
(as such term is defined in Regulation S under the
Securities Act of 1933) for total proceeds of $181,038.
In January 2003, we:
sold an aggregate of 1,862,878 shares of common stock to
10
investors for total proceeds of $467,505, of which
$337,535
were received in 2002;
issued 46,875 shares of common stock to our vice chairman
in
lieu of $30,000 of deferred compensation owed to the
director;
and
sold 638,683 shares of common stock to a "non-US Person"
(as
such term is defined in Regulation S under the Securities
Act
of 1933) for total proceeds of $109,573.
"issued 150,000 shares of common stock valued at $96,000
for consulting services;" Are these for the FREE interviews in which some talk ?????
I think they are not FREE INTERVIEWS... Robbery maybe.
And the Dilution is continuing.
MWL
AI
